UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2016
SEMLER SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36305 | 26-1367393 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2330 NW Everett St. Portland, Oregon | 97210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:(877) 774-4211
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 23, 2016, Semler Scientific, Inc. (the “Company”) held its Annual Meeting of the Stockholders (the “Annual Meeting”) at the offices of Cooley LLP, 101 California Street, Floor 5, San Francisco, California 94111. At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 21, 2016. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1. Stockholders elected each of the following nominees to serve as Class I Directors on the Company’s board of directors (the “Board”) until the Company’s 2019 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results for each of the nominees were as follows:
| Director Name | Votes For | Votes Against | Votes Withheld | Broker Non- Votes | Percentage of Votes in Favor | |||||||||||||||
| Arthur “Abbie” Leibowtiz, M.D., F.A.A.P. | 2,899,441 | 200 | 217,476 | 981,263 | 93.02 | % | ||||||||||||||
| Wayne T. Pan, M.D., Ph.D. | 2,890,466 | 9,175 | 217,476 | 981,263 | 92.73 | % | ||||||||||||||
Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Percentage of Votes in Favor | |||||||||||
| 4,098,301 | 0 | 79 | 100.00 | % | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMLER SCIENTIFIC, INC. | |||
| By: | /s/ Douglas Murphy-Chutorian | ||
Name: Douglas Murphy-Chutorian Title: Chief Executive Officer | |||
Date: November 29, 2016